|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019|
"Qualified Bidder" shall have the meaning set forth in the Sale Procedures.
"Qualified Leave Recipient" means any Business Employee who is employed by Sellers in the Business and who is not actively at work on the Closing Date as a result of a short-term or long-term approved leave of absence, including (a) those on military leave and family and medical leave and (b) those on short-term or long-term disability under the Sellers' short-term or long-term disability program.
"Real Property" shall mean the Leased Real Property.
"Reference Statement" means the Reference Statement set forth on Section 1.2(b) of the Disclosure Letter.
"Regulatory Approvals" means any approvals (including pricing and reimbursement approvals), licenses, registrations or authorizations of any Governmental Authority necessary for the research, development, testing, manufacture, marketing, distribution, sale, import or export of a Product, including NDAs and INDs.
"Release" means any release, spill, emission, discharge, leaking, pouring, dumping or emptying, pumping, injection, deposit, disposal, dispersal, leaching or migration into the indoor or outdoor environment (including, without limitation, soil, ambient air, surface water, groundwater and surface or subsurface strata) or into or out of any property.
"Representatives" means, with respect to any Person, the officers, directors, principals, employees, agents, auditors, advisors, bankers and other representatives of such Person.
“Royalty Contracts” means each Designated Contract labeled “Royalty” on Schedule 1.1(a).
"Sale Hearing" means the hearing conducted by the Bankruptcy Court to approve the transactions contemplated by this Agreement.
"Sale Order" means the form of order attached hereto as Exhibit 3, or once entered, the Order of the Bankruptcy Court, which Order shall be substantially in the form attached hereto as Exhibit 3, with such changes as may be required by the Bankruptcy Court that are in form and substance reasonably acceptable to the Buyer.
"Sale Procedures" means the bidding procedures set forth in the Sale Procedures Order, to be entered by the Bankruptcy Court.
"Sale Procedures Order" means the form of order attached hereto as Exhibit 4, or once entered, the Order of the Bankruptcy Court, which Order shall be substantially in the form attached hereto as Exhibit 4, with such changes as may be required by the Bankruptcy Court that are in form and substance reasonably acceptable to the Buyer.
"Seller Taxes" means any and all Taxes for which Sellers are responsible pursuant to Section 6.1 or Section 6.4.